UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.




FORM
10-Q-A




(Amendment
No. 1)




(Mark
One)




x QUARTERLY REPORT
      UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
      ACT OF 1934




For the
quarterly period ended June 30, 2010




OR




 ̈ TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934




For the
transition period from to




Commission
file number 0-53421




INNOVATIVE
      WIRELESS TECHNOLOGIES, INC.(Exact
      name of registrant as specified in its
charter)





Delaware
              90-0535563(State
      or other jurisdiction of
              (I.R.S.
      Employerincorporation
      or organization)
              Identification
      No.)





306
      N. West El Norte PkwyEscondido,
      CA 92026(Address
      of principal executive offices) (zip
code)




(858)
      735-8865(Registrant's
      telephone number, including area
code)




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.




Yes x No  ̈




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer o
                    Accelerated
      Filer oNon-accelerated
      filer o
                    Smaller
      reporting company x(do
      not check if a smaller reporting
company)





Indicate
      by check mark whether the registrant is a shell company(as
      defined in Rule 12b-2 of the Exchange
Act).




Yes x No  ̈




Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.





Class
                              Outstanding
      at August
      13, 2010Common
      Stock, par value $0.0001
                              36,870,388Documents
      incorporated by reference:
                              None









EXPLANATORY
NOTE




This
Amendment No. 1 on Form 10-Q/A (“Amendment”) amends and restates the Quarterly
Report on Form 10-Q of Innovative Wireless Technologies, Inc. (the “Company”)
for the quarterly period ended June 30, 2010  filed with the
Securities and Exchange Commission (“Commission”) on August 16, 2010 (the
“Original Report”).  The Company is filing this amendment in order to
address comments received from the staff of the Commission relating to the
Original Report.




In this
Amendment we have revise the following:




Item
4.  Conrols and Procedures. We have included additional
disclosure




Exhibit
31 – Section 302 Certifications.  We filed an amended certificate to
address the staff’s comments




Exhibit
32 – Section 906 Certifications.  We have filed an amended certificate
to address the staff’s comments.




Except as
set forth above, the Original Report has not been amended, updated or otherwise
modified. This Amendment includes information contained in the Original Report,
and we have made no attempt in the Amendment to modify or update the disclosures
presented in the Original Report, except as described above. The disclosures in
this Amendment continue to speak as of the date of the Original Report and do
not reflect events occurring after the filing of the Original Report.
Accordingly, this Amendment should be read in conjunction with other filings
made with the Commission subsequent to the filing of the Original Report,
including any amendments to those filings, as information in such filings may
update or supersede certain information contained in the Original Report and
this Amendment. The filing of this Amendment shall not be deemed to be an
admission that the Original Report, when made, included any untrue statement of
a material fact or omitted to state a materials fact necessary to make a
statement not misleading.





PART
I — FINANCIAL INFORMATION




ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS




The
Company will attempt to locate and negotiate with a business entity for the
combination of that target company with the Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange (the "business combination"). In most instances the target company will
wish to structure the business combination to be within the definition of a
tax-free reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended. No assurances can be given that the Company will be
successful in locating or negotiating with any target business.




The
Company has not restricted its search for any specific kind of businesses, and
it may acquire a business which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business life.
It is impossible to predict the status of any business in which the Company may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.




In
implementing a structure for a particular business acquisition, the Company may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity.




It is
anticipated that any securities issued in any such business combination would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of its transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, it will be undertaken by the
surviving entity after the Company has entered into an agreement for a business
combination or has consummated a business combination. The issuance of
additional securities and their potential sale into any trading market which may
develop in the Company's securities may depress the market value of the
Company's securities in the future if such a market develops, of which there is
no assurance.




The
Company will participate in a business combination only after the negotiation
and execution of appropriate agreements. Negotiations with a target company will
likely focus on the percentage of the Company which the target company
shareholders would acquire in exchange for their shareholdings. Although the
terms of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and after such
closing and will include miscellaneous other terms. Any merger or acquisition
effected by the Company can be expected to have a significant dilutive effect on
the percentage of shares held by the Company's shareholders at such
time.




In June
2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial
Assets - an amendment of FASB Statement No. 140" (SFAS 166). SFAS 166 removes
the concept of a qualifying special-purpose entity from SFAS 140, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities," establishes a new "participating interest" definition that must be
met for transfers of portions of financial assets to be eligible for sale
accounting, clarifies and amends the derecognition criteria for a transfer to be
accounted for as a sale, and changes the amount that can be recognized as a gain
or loss on a transfer accounted for as a sale when beneficial interests are
received by the transferor. Enhanced disclosures are also required to provide
information about transfers of financial assets and a transferor's continuing
involvement with transferred financial assets. SFAS No. 166 is effective for
interim and annual reporting periods ending after November 15, 2009. The Company
does not believe that the implementation of this standard will have a material
impact on its condensed financial statements.




In June
2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No.
46(R)" (SFAS 167). SFAS 167 amends FASB Interpretation No. 46 (revised December
2003), "Consolidation of Variable Interest Entities" (FIN 46(R)) to require an
enterprise to qualitatively assess the determination of the primary beneficiary
of a variable interest entity (VIE) based on whether the entity (1) has the
power to direct the activities of a VIE that most significantly impact the
entity's economic performance and (2) has the obligation to absorb losses of the
entity or the right to receive benefits from the entity that could potentially
be significant to the VIE. Also, SFAS 167 requires an ongoing reconsideration of
the primary beneficiary, and amends the events that trigger a reassessment of
whether an entity is a VIE. Enhanced disclosures are also required to provide
information about an enterprise's involvement in a VIE. SFAS No. 167 is
effective for interim and annual reporting periods ending after November 15,
2009. The Company does not believe that the implementation of this standard will
have a material impact on its condensed financial statements.




ITEM
3. Quantitative and Qualitative Disclosures About Market Risk.




Information
not required to be filed by Smaller reporting companies.




ITEM
4. Controls and Procedures.







Disclosures
and Procedures




Pursuant
to Rules adopted by the Securities and Exchange Commission, the Company carried
out an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures pursuant to Exchange Act Rules. This
evaluation was done as of the end of the period covered by this report under the
supervision and with the participation of the Company's principal executive
officer (who is also the principal financial officer).




Because
the Company has no officers or employees other than Pavel Alpatov, the Company
has been unable to establish disclosure controls and procedures. As a result the
Company’s sole officer has concluded that the Company’s disclosure controls and
procedures were not effective in providing reasonable assurance that information
required to be disclosed in the Company’s reports filed or submitted under the
Exchange Act was recorded, processed, summarized, and reported within the time
periods specified in the Commission’s rules and forms.




This
Quarterly Report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this Quarterly Report.




Changes
in Internal Controls




There was
no change in the Company's internal control over financial reporting that was
identified in connection with such evaluation that occurred during the period
covered by this report that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial
reporting.




PART
II — OTHER INFORMATION




ITEM
1. LEGAL PROCEEDINGS




There are
no legal proceedings against the Company and the Company is unaware of such
proceedings contemplated against it.




ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS




Not
applicable




ITEM
3. DEFAULTS UPON SENIOR SECURITIES




Not
applicable.




ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




Not
applicable.




ITEM
5. OTHER INFORMATION




On August
13, 2010, Registrant entered into an Asset Transfer Agreement with Sergei
Mironichev (the “Agreemen”) pursuant to which Registrant agreed to acquire nine
United States Provisional Patents.  The Provisional Patents cover high
technology products primarily for military use but with potential civilian
applications.




The
purchase price to be paid for the Provisional Patents shall be an amount equal
to ten percent (10%) of Registrant’s Net Operating Income as determined in
accordance with GAAP standards (to the extent there is such Net Operating
Income) to be paid within 30 days after the end of each quarter during the term
of the Agreement.




ITEM
6. EXHIBITS




(a)
Exhibits




10.1
            Asset
      Transfer Agreement dated as of August 13, 2010, between Innovative
      Wireless Technologies, Inc. and Sergei Mironichev
  *




31
            Certification
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of
2002




32
            Certification
      of the Chief Executive Officer and Chief Financial Officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002




* previously
filed.







SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.




Pursuant
to the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.




NAME
                  
                  OFFICE
                  
                  DATE/s/
      Pavel Alpatov
                  
                  President
                  
                  February
      8, 2011Pavel
      Alpatov
                  
                  Principal
      Executive OfficerPrincipal
      Financial Officer